Common use of Bailee for Perfection Clause in Contracts

Bailee for Perfection. (i) The ABL Collateral Agent agrees to hold that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and Term Loan Agent each agree to hold that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken necessary to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority possessory Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral agent for the ABL Secured Parties gratuitous bailee and as bailee a non-fiduciary representative for and, with respect to any collateral that cannot be perfected in such mannerTerm Loan Agent or ABL Agent, as agent forapplicable, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following the Discharge of Term Loan Agent hereby appoints ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent its gratuitous bailee and non-fiduciary representative for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose purposes of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and their security interest in all of the right, title and Pledged Collateral in which ABL Agent has a perfected security interest of such Grantor, in and to and under the Pledged UCC. ABL Priority Collateral wherever located Agent hereby appoints Term Loan Agent as its gratuitous bailee and whether now existing or hereafter arising or acquired from time to time. As security non-fiduciary representative for the payment and performance in full purposes of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and perfecting their security interest in all of the right, title and Pledged Collateral in which Term Loan Agent has a perfected security interest of such Grantor, in and to and under the UCC. Each of ABL Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral wherever located held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for Disposition and whether now existing distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or hereafter arising by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or acquired from time by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to timeobtain possession of such Pledged Collateral) for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4.

Bailee for Perfection. (ia) The ABL First Lien Agent and Collateral Agent agrees each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerCollateral Agent or First Lien Agent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Second Lien Documents or the Term Documents and the Notes First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following First Lien Agent and Collateral Agent agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as to any motor vehicle certificates of title; provided, however, that the form of such agreement shall be satisfactory to the Collateral Agent. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Agent shall be specified as the lienholder, and for the purposes of the applicable State certificate of title laws, First Lien Agent shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in order to perfect and secure both the First Lien Obligations and the Second Lien Obligations, provided, however, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and Second Lien Creditors shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. Unless and until the Discharge of ABL the First Lien Priority Obligations, the Term Collateral Agent agrees to hold promptly notify First Lien Agent in writing of any Pledged Collateral held by it, and, immediately upon the written request of First Lien Agent, Collateral Agent agrees to deliver to First Lien Agent any such Pledged ABL Collateral held by it, together with any necessary endorsements (or otherwise allow First Lien Agent to obtain control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Priority Obligations, upon the written request of Collateral Agent, to the extent that possession by First Lien Collateral Agent or the applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as collateral such a bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Second Lien Documents and at the Notes Documents, as applicable, subject expense of Collateral Agent) with respect to the terms deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Priority Obligations has occurred, and conditions of this Section 3.4(f). As security for (y) the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants date possession is delivered to the ABL Second Lien Collateral Agent for the benefit by First Lien Agent or when a control agreement is executed in favor of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of with respect to such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing deposit account or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Revolving Collateral Agent agrees and the Notes Collateral Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being Collateral, the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) Collateral Agent or the Revolving Collateral Agent, as applicable (such bailment and any assignee thereof agency being intended, among other things, to satisfy the requirements of Sections 8-106, 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and act as such agent under all control agreements relating to 9-107 of the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Notes Documents or the Term Documents and the Notes Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following the Discharge of ABL Obligations, the Term The Notes Collateral Agent agrees to hold and the Pledged ABL Priority Notes Claimholders hereby appoint the Revolving Collateral Agent as collateral agent their gratuitous bailee for the Term Secured Parties purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for and, the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and the Notes Collateral Agent hereby accepts such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the other Claimholders with respect to any collateral Pledged Collateral and that cannot be perfected in such mannerany Proceeds received by the Revolving Collateral Agent or the Notes Collateral Agent, as agent forthe case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of the Revolving Obligations occurs, the Notes Collateral Agent agrees to promptly notify the Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral constituting Revolving Priority Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow the Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of the Notes Obligations occurs, the Revolving Collateral Agent agrees to promptly notify the Notes Collateral Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of the Notes Obligations, the Revolving Collateral Agent agrees to deliver to the Notes Collateral Agent any such Pledged Collateral constituting Notes Priority Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting deposit accounts, securities accounts or commodity accounts and controlled by the Revolving Collateral Agent as gratuitous bailee and as a non-fiduciary agent for the benefit of and on behalf of the Notes Secured Parties) and any assignee thereof Collateral Agent as secured party solely for the purpose of perfecting the security interest granted under the Term Notes Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the payment purpose of perfecting its security interest, and performance in full of all (ii) which is sixty (60) days (or such longer period agreed to by the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Revolving Collateral Agent for in its sole discretion) after the benefit Discharge of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Revolving Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (i) The ABL Term Collateral Agent agrees to hold that part of the ABL TL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL TL Priority Collateral being the “Pledged ABL TL Priority Collateral”) as collateral agent for the ABL Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term ABL Collateral Agent (on behalf of the Term ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Term Documents, the Term ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). Following the Discharge of ABL Term Obligations, the Term ABL Collateral Agent agrees to hold the Pledged ABL TL Priority Collateral as collateral agent for the Term ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected per- fected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). As security for the payment and performance in full of all the Notes Obligations and Term ABL Obligations each Grantor hereby grants to the ABL Term Collateral Agent for the benefit of the Notes Secured Parties and the Term ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (i) a. The ABL Collateral Senior Agent agrees and the Subordinated Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerSubordinated Agent or the Senior Agent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9- 313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Subordinated Loan Documents or the Term Documents and the Notes Senior Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)3. Following Unless and until the Discharge of ABL ObligationsSenior Indebtedness, the Term Collateral Subordinated Agent agrees to hold promptly notify the Senior Agent of any Pledged Collateral held by it or by any Subordinated Lender, and, at any time prior to the Discharge of Senior Indebtedness, the Subordinated Agent or such Subordinated Lender holding any Pledged Collateral shall promptly deliver to the Senior Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain control of such Pledged Collateral). b. The Senior Agent shall have no obligation whatsoever to the Subordinated Agent or any Subordinated Lender to ensure that the Pledged ABL Priority Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as collateral agent for expressly set forth in this Section 3. The Subordinated Agent shall have no obligation whatsoever to the Term Secured Parties and Senior Agent or any Senior Lender to ensure that the Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any Person except as bailee for and, with respect to any collateral that cannot be perfected expressly set forth in such manner, as agent for, the Notes Collateral Agent (on behalf this Section 3. The duties or responsibilities of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.Senior Agent

Bailee for Perfection. (ia) The ABL Revolving Collateral Agent agrees and the Term Collateral Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral, which may include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee for the benefit of and on behalf of and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent or the Revolving Collateral Agent, as applicable (on behalf such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and or the Notes Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following The Term Collateral Agent and the other Term Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee (for the benefit of and on behalf of the Term Claimholders) and non-fiduciary agent for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the other Revolving Claimholders hereby appoint the Term Collateral Agent as their gratuitous bailee (for the benefit of and on behalf of the Revolving Claimholders) and non-fiduciary agent for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and the Term Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the Claimholders of the other Class with respect to any Pledged Collateral and that any proceeds received by the Revolving Collateral Agent or the Term Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of ABL ObligationsRevolving Obligations has occurred, the Term Collateral Agent agrees to hold promptly notify the Revolving Collateral Agent of any Pledged ABL Collateral constituting Revolving Priority Collateral held or controlled by it (or its agents or bailees, other than the Revolving Collateral Agent) or actually known by a Responsible Officer (as collateral agent for defined in the Term Secured Parties Credit Agreement) of the Term Collateral Agent to be held or controlled by any other Term Claimholders, and as bailee for and, with respect at any time prior to any collateral that cannot be perfected in such manner, as agent forthe Discharge of Revolving Obligations, the Notes Term Collateral Agent and each other Term Claimholder agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral held by it, together with any necessary endorsements (on behalf or otherwise allow the Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Notes Secured Parties) and any assignee thereof solely for Discharge of Term Obligations has occurred, the purpose of perfecting the security interest granted under Revolving Collateral Agent agrees to promptly notify the Term Documents Collateral Agent in writing of any Pledged Collateral constituting Term Priority Collateral held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other Revolving Claimholders, and the Notes Documents, as applicable, subject at any time prior to the terms and conditions Discharge of this Section 3.4(f). As security for Term Obligations, the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Revolving Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and each other Revolving Claimholder agrees to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants deliver to the Term Collateral Agent for any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest Term Collateral Agent to obtain control of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeCollateral).

Bailee for Perfection. (i) The ABL Collateral Agent agrees to hold that part Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the ABL Priority Collateral that is in its the possession or under the control (of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents any Collateral shall not have any duty or bailees) liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the extent that possession possessing or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and controlling Creditor’s role as bailee for and, with respect to any the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral that cannot be perfected in such manner, as agent for, for indebtedness of others to the Term Collateral possessing or controlling Creditor. Prior to the date on which First Lien Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the First Lien Lenders shall have received final payment and performance in full in cash of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the rightFirst Lien Obligations and the First Lien Loan Agreements have been terminated, title and interest of such Grantor, any Collateral in and to and the possession or under the Pledged ABL Priority Collateral wherever located control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and whether now existing or hereafter arising or acquired from time to time. As security for the First Lien Lenders shall have received final payment and performance in full in cash of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title First Lien Obligations and interest of such Grantor, in and to and the loan commitments under the Pledged ABL Priority Collateral wherever located First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and whether now existing (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or hereafter arising or acquired from time to timebailee waiver.

Bailee for Perfection. (i) The ABL Collateral Agent agrees to hold that part Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the ABL Priority Collateral that is in its the possession or under the control (of such Creditor or its representatives, including, without limitation, Liens on Borrower’s and the other Obligors’ deposit accounts maintained by First Lien Agent and investment property and instruments in the possession or under the control of the First Lien Agent; provided, that, the Creditor in the possession or control of its agents any Collateral shall not have any duty or bailees) liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non- appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the extent that possession possessing or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and controlling Creditor’s role as bailee for and, with respect to any the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral that cannot be perfected in such manner, as agent for, for indebtedness of others to the Term Collateral possessing or controlling Creditor. Prior to the date on which First Lien Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the First Lien Lenders shall have received final payment and performance in full in cash of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the rightFirst Lien Obligations and the First Lien Loan Agreements have been terminated, title and interest of such Grantor, any Collateral in and to and the possession or under the Pledged ABL Priority Collateral wherever located control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to First Lien Agent, except as otherwise may be required by applicable law or court order. After First Lien Agent and whether now existing or hereafter arising or acquired from time to time. As security for the First Lien Lenders shall have received final payment and performance in full in cash of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title First Lien Obligations and interest of such Grantor, in and to and the loan commitments under the Pledged ABL Priority Collateral wherever located First Lien Loan Agreements have been terminated, First Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and whether now existing (ii) a written notice prepared by Second Lien Agent (at Borrower’ expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or hereafter arising or acquired from time to timebailee waiver.

Bailee for Perfection. (i) The ABL Collateral Controlling Term Debt Agent agrees to hold that part of the ABL Pari Term Debt Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Pari Term Debt Priority Collateral being the “Pledged ABL Pari Term Debt Priority Collateral”) as collateral agent for the ABL Pari Term Debt Secured Parties and as bailee for the benefit and on behalf of and, with respect to any collateral that cannot be perfected in such manner, as agent forfor the benefit and on behalf of, the Term ABL Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes ABL Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Pari Term Debt Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Pari Term Debt Documents and the Notes ABL Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). Following the Discharge of ABL Term Obligations and Discharge of the Additional Pari Term Debt Obligations, the Term ABL Collateral Agent agrees to hold the Pledged ABL Pari Term Debt Priority Collateral as collateral agent for the Term ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes ABL Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). As security for the payment and performance in full of all the Notes Obligations and Term ABL Obligations each Grantor hereby grants to the ABL Collateral Agent Controlling Term Debt Agent, for itself and behalf of the Pari Term Debt Secured Parties for the benefit of the Notes Secured Parties and the Term ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Pari Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Debt Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and the Term Collateral Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent or the ABL Collateral Agent, as applicable (on behalf such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Credit Documents, the Term Documents and the Notes Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following The Term Collateral Agent and the other Term Claimholders hereby appoint the ABL Collateral Agent as their gratuitous bailee and non-fiduciary agent solely for the purposes of perfecting their security interest in all Pledged Collateral in which the ABL Collateral Agent has a perfected security interest under the UCC. The ABL Collateral Agent and the other ABL Claimholders hereby appoint the Term Collateral Agent as their gratuitous bailee and non-fiduciary agent solely for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Collateral Agent has a perfected security interest under the UCC. Each of the ABL Collateral Agent and the Term Collateral Agent hereby accepts such appointment pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the Claimholders of the other Class with respect to any Pledged Collateral and that any proceeds received by the ABL Collateral Agent or the Term Collateral Agent, as the case may be, in respect of any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of ABL Obligations has occurred, the Term Collateral Agent agrees to promptly notify the ABL Collateral Agent of any Pledged Collateral constituting ABL Priority Collateral held or controlled by it (or its agents or bailees, other than the ABL Collateral Agent) or actually known by it to be held or controlled by any other Term Claimholders, and at any time prior to the Discharge of ABL Obligations, the Term Collateral Agent and each other Term Claimholder agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants deliver to the ABL Collateral Agent for any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the benefit ABL Collateral Agent to obtain control of such Pledged Collateral). Subject to Section 3.9(b) and except as otherwise provided in Section 4.2 in respect of Proceeds of Term Priority Collateral, unless and until the Notes Secured Parties and Discharge of Term Obligations has occurred, the ABL Collateral Agent agrees to promptly notify the Term Secured Parties a lien on and security interest Collateral Agent in all writing of the right, title and interest of such Grantor, in and to and under the any Pledged ABL Collateral constituting Term Priority Collateral wherever located held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other ABL Claimholders, and whether now existing or hereafter arising or acquired from at any time prior to time. As security for the payment and performance in full Discharge of all the Notes Term Obligations, the ABL Collateral Agent and each Grantor hereby grants other ABL Claimholder agrees to deliver to the Term Collateral Agent for any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest Term Collateral Agent to obtain control of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeCollateral).

Bailee for Perfection. (ia) The ABL Revolving Collateral Agent agrees and Notes Collateral Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being Collateral, the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) Collateral Agent or Revolving Collateral Agent, as applicable (such bailment and any assignee thereof agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and act as such agent under all control agreements relating to 9-107 of the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Notes Documents or the Term Documents and the Notes Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following The Notes Collateral Agent and the Notes Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to any Pledged Collateral and that any Proceeds received by the Revolving Collateral Agent or Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of ABL the Revolving Obligations, the Term Notes Collateral Agent agrees to hold the promptly notify Revolving Collateral Agent of any Pledged ABL Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of Revolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to deliver to Revolving Collateral Agent any such Pledged Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow Revolving Collateral Agent to obtain control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral Agent will Control (as collateral defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting Deposit Accounts, Securities Accounts or Commodity Accounts and Controlled by the Revolving Collateral Agent as gratuitous bailee and as a non-fiduciary agent for the Term Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) Collateral Agent as secured party and any assignee thereof Notes Claimholders solely for the purpose of perfecting the security interest granted under the Term Notes Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the payment purpose of perfecting its security interest, and performance in full (ii) which is sixty (60) days after the Discharge of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Revolving Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (i) The ABL Term Collateral Agent agrees to hold that part of the ABL TL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL TL Priority Collateral being the “Pledged ABL TL Priority Collateral”) as collateral agent for the ABL Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term ABL Collateral Agent (on behalf of the Term ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Term Documents, the Term ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). Following the Discharge of ABL Term Obligations, the Term ABL Collateral Agent agrees to hold the Pledged ABL TL Priority Collateral as collateral agent for the Term ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). As security for the payment and performance in full of all the Notes Obligations and Term ABL Obligations each Grantor hereby grants to the ABL Term Collateral Agent for the benefit of the Notes Secured Parties and the Term ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. Subject to the terms of this Agreement, (x) until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the ABL Collateral Agent under the ABL Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of Term Obligations and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged TL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the ABL Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the Term Collateral Agent’s rights under the Term Documents. The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged TL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 2.4(f) shall be limited solely to holding the Pledged TL Priority Collateral as bailee or agent in accordance with this Section 2.4(f). The Term Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the Term Security Documents, the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party. The ABL Collateral Agent acting pursuant to this Section 2.4(f) shall not have by reason of the ABL Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party. Upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the ABL Collateral Agent to the extent ABL Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding and third, to the applicable Grantor to the extent no Term Obligations, ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the ABL Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Following the Discharge of Term Obligations and upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged TL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and second, to the applicable Grantor to the extent no ABL Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged TL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged TL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged TL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary herein, if, for any reason, any ABL Obligations remain outstanding upon the Discharge of Term Obligations, all rights of the Term Collateral Agent hereunder and under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the delivery and control of any part of the TL Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such TL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Notes Collateral Agent, the ABL Collateral Agent or the Term Collateral Agent, pass to the ABL Collateral Agent, who shall thereafter hold such rights for the benefit of the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Secured Parties. Each of the Term Collateral Agent and the Grantors agrees that it will, if any ABL Obligations or Notes Obligations remain outstanding upon the Discharge of Term Obligations, take any other action required by any law or reasonably requested by the ABL Collateral Agent or the Notes Collateral Agent, in connection with the ABL Collateral Agent’s establishment and perfection of a First Priority security interest in the TL Priority Collateral and the Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in the TL Priority Collateral. Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of the ABL Obligations, the Term Collateral Agent or the Notes Collateral Agent acquires possession of any Pledged ABL Priority Collateral, the Term Collateral Agent or the Notes Collateral Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged TL Priority Collateral, provided that as soon as is practicable the Term Collateral Agent or the Notes Collateral Agent shall deliver or cause to be delivered such Pledged ABL Priority Collateral to the ABL Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. (i) The ABL Term Collateral Agent agrees to hold that part of the ABL TL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL TL Priority Collateral being the “Pledged ABL TL Priority Collateral”) as collateral agent for the ABL Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term ABL Collateral Agent (on behalf of the Term ABL Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL TL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Term Documents, the Term ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). Following the Discharge of ABL Term Obligations, the Term ABL Collateral Agent agrees to hold the Pledged ABL TL Priority Collateral as collateral agent for the Term ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term ABL Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). As security for the payment and performance in full of all the Notes Obligations and Term ABL Obligations each Grantor hereby grants to the ABL Term Collateral Agent for the benefit of the Notes Secured Parties and the Term ABL Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term ABL Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL TL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (ia) The ABL Revolving Administrative Agent and each Fixed Asset Collateral Agent agrees each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerFixed Asset Collateral Agents or the Revolving Administrative Agent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Fixed Asset Documents or the Term Documents and the Notes Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following the Discharge of ABL Obligations, the Term Each Fixed Asset Collateral Agent agrees to hold and the Pledged ABL Priority Collateral other Fixed Asset Claimholders hereby appoint the Revolving Administrative Agent as collateral agent their gratuitous bailee for the Term Secured Parties purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Administrative Agent has a perfected security interest under the UCC. The Revolving Administrative Agent and the other Revolving Claimholders hereby appoint each Fixed Asset Collateral Agent as their gratuitous bailee for and, with respect to any collateral that cannot be perfected the purposes of perfecting their security interest in all Pledged Collateral in which such manner, as agent for, the Notes Fixed Asset Collateral Agent (on behalf has a perfected security interest under the UCC. Each of the Notes Secured PartiesRevolving Administrative Agent and each Fixed Asset Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents acknowledges and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent agrees that it shall act for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all Claimholders of the rightother Class with respect to any Pledged Collateral and that any proceeds received by the Revolving Administrative Agent or such Fixed Asset Collateral Agent, title as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and interest until the Discharge of Revolving Obligations has occurred, each Fixed Asset Collateral Agent agrees to promptly notify the Revolving Administrative Agent of any Pledged Collateral constituting Revolving Priority Collateral held or controlled by it (or its agents or bailees, other than the Revolving Administrative Agent) or actually known by a Responsible Officer (as defined in the applicable Fixed Asset Debt Document) of such GrantorFixed Asset Collateral Agent to be held or controlled by any other Fixed Asset Claimholders represented by it, in and at any time prior to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full Discharge of all the Notes Revolving Obligations, each Grantor hereby grants Fixed Asset Collateral Agent and each other Fixed Asset Claimholder agrees to deliver to the Term Revolving Administrative Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Revolving Administrative Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Fixed Asset Obligations has occurred, the Revolving Administrative Agent agrees to promptly notify the Designated Fixed Asset Collateral Agent for in writing of any Pledged Collateral constituting Fixed Asset Priority Collateral held or controlled by it (or its agents or bailees, other than the benefit Designated Fixed Asset Collateral Agent) or actually known by it to be held by any other Revolving Claimholders, and at any time prior to the Discharge of Fixed Asset Obligations, the Notes Secured Parties a lien on Revolving Administrative Agent and security interest in all of each other Revolving Claimholder agrees to deliver to the rightDesignated Fixed Asset Collateral Agent any such Pledged Collateral held by it, title and interest together with any necessary endorsements (or otherwise allow the Designated Fixed Asset Collateral Agent to obtain control of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeCollateral).

Bailee for Perfection. (ia) The ABL Priority Lien Collateral Agent agrees to shall hold that part of the ABL Priority Pledged Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Note Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under in such Pledged Collateral pursuant to the ABL Credit Note Security Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following Agreement; provided that, solely for purposes of perfecting Liens in cash collateral accounts, deposit accounts, electronic chattel paper and letter of credit rights included in the Discharge of ABL ObligationsCollateral, the Term Priority Lien Collateral Agent agrees to hold the Pledged ABL Priority Collateral act as collateral agent for the Term Secured Parties Note Collateral Agent. The Priority Lien Collateral Agent and Note Collateral Agent agree that if the Priority Lien Collateral Agent shall enter into a control agreement with respect to any security account or deposit account, the Note Collateral Agent will be given notice by the Company and may also become a party thereto in order to perfect its security interest in such accounts. If and to the extent such control agreements provide for the right of either the Priority Lien Collateral Agent or the Note Collateral Agent to give notice or direction to the depository or intermediary, as bailee for andapplicable, with respect to any collateral that cannot be perfected in such manner, as agent foraccounts, the Notes Note Collateral Agent (on behalf hereby agrees that it will not give any such notice or direction to any such depository or intermediary unless and until all Priority Lien Obligations have been Discharged. Borrowers and the Note Collateral Agent agree to exercise reasonable efforts to name or otherwise establish the Note Collateral Agent as secondary collateral agent with respect to Collateral upon which Liens are perfected by means other than notice. The Priority Lien Collateral Agent agrees to reasonably cooperate with any specific requests made by Borrowers in the event that the consent of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Priority Lien Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest may be required in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeconnection therewith.

Bailee for Perfection. (ia) The ABL Senior Lien Claimholders and the Second Lien Claimholders, each hereby appoint U.S. Bank National Association as its control agent (in such capacity, together with any successor in such capacity appointed by the Senior Lien Claimholders, the “Control Agent”) for the limited purpose of acting as the agent on behalf of the Senior Lien Claimholders and the Second Lien Claimholders with respect to the Control Collateral for purposes of perfecting the Liens of such parties on the Control Collateral. The Control Agent accepts such appointment and agrees to hold that part of the ABL Priority Control Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent Control Agent for the ABL Secured Parties benefit of the Senior Lien Claimholders and as bailee for and, with respect to the Second Lien Claimholders and any collateral that cannot be perfected in such mannerpermitted assignee of any thereof, as agent fortheir respective interests appear, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicableto such parties in such Control Collateral, subject to the terms and conditions of this Section 3.4(f)Agreement. Following The Senior Lien Claimholders and the Discharge Second Lien Claimholders hereby acknowledge that the Control Agent will obtain "control" under the UCC over each Controlled Account as contemplated by the Senior Lien Collateral Documents for the benefit of ABL Obligationsboth the Senior Lien Claimholders and the Second Lien Claimholders, as their respective interests appear, pursuant to the control agreements relating to each respective Controlled Account. The Control Agent, each of the Senior Lien Claimholders and each of the Second Lien Claimholders, hereby agrees that the Senior Lien Collateral Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Term Control Agent in respect of the Control Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, or any control agreement with respect to any collateral Control Collateral until the Discharge of Senior Lien Obligations shall have occurred and no Second Lien Claimholder will impede, hinder, delay or interfere with the exercise of such rights by the Senior Lien Collateral Agent in any respect. The Grantors hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that canthe Grantors are required to do so for the Senior Lien Collateral Agent in accordance with the Senior Lien Note Agreements. The Senior Lien Claimholders and the Second Lien Claimholders hereby severally and not jointly agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the same are required to do so for the Senior Lien Collateral Agent in accordance with Section 8.9 of this Agreement. Except as set forth below, the Control Agent shall have no obligation whatsoever to any Second Lien Claimholder including, without limitation, any obligation to assure that the Control Collateral is genuine or owned by any Grantor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section. In acting on behalf of the Second Lien Claimholders and the Senior Lien Claimholders, the duties or responsibilities of the Control Agent under this Section shall be perfected in such manner, limited solely (i) to physically holding any Control Collateral delivered to the Control Agent by any Grantor as agent for, for the Notes Senior Lien Collateral Agent (on behalf of itself and the Notes Secured PartiesSenior Lien Claimholders) and any assignee thereof solely the Second Lien Claimholders for the purpose purposes of perfecting the security interest granted under Lien held by the Term Documents Senior Lien Collateral Agent and the Notes Documents, Second Lien Claimholders and (ii) delivering such Collateral as applicable, set forth in this Section. The rights of the Second Lien Claimholders in the Control Collateral shall at all times be subject to the terms and conditions of this Section 3.4(f). As security for the payment Agreement and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Senior Lien Collateral Agent’s rights under the Senior Lien Note Documents. Neither the Control Agent nor the Senior Lien Collateral Agent for the benefit shall have by reason of the Notes Secured Parties Second Lien Credit Documents or this Agreement or any other document a fiduciary relationship in respect of any Second Lien Claimholder. Upon the Discharge of Senior Lien Obligations (other than in connection with a Refinancing of the Senior Lien Obligations), the Control Agent shall deliver to the Second Lien Claimholders or their designee the Control Collateral together with any necessary endorsements (or otherwise allow the Second Lien Claimholders to obtain control of such Control Collateral) or as a court of competent jurisdiction may otherwise direct and the Term Secured Parties a lien on Second Lien Claimholders or their designee shall accept and security interest in all succeed to the role of the right, title and interest of such Grantor, in and to and under Control Agent as the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security agent for perfection on the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeControl Collateral.

Bailee for Perfection. (ia) The ABL Collateral First Lien Agent agrees and Second Lien Trustee each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerSecond Lien Trustee or First Lien Agent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Second Lien Documents or the Term Documents and the Notes First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following First Lien Agent and Second Lien Trustee agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as to any motor vehicle certificates of title; provided, however, that the form of such agreement and such arrangements shall be satisfactory to the First Lien Agent and the Second Lien Trustee. For the avoidance of doubt, the Second Lien Trustee shall not act as lienholder with respect to motor vehicle certificates of title. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Agent shall be specified as the lienholder, and for the purposes of the applicable State certificate of title laws, First Lien Agent shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in order to perfect and secure both the First Lien Obligations and the Second Lien Obligations pursuant to an agreement reasonably satisfactory to the First Lien Agent and the Second Lien Trustee; provided that, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and Second Lien Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. Unless and until the Discharge of ABL the First Lien Priority Obligations, the Term Collateral Agent Second Lien Trustee agrees to hold promptly notify First Lien Agent of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the request of First Lien Agent at any time prior to the Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to deliver to First Lien Agent any such Pledged ABL Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Agent to obtain control of such Pledged Collateral). First Lien Agent xxxxxx agrees that upon the Discharge of the First Lien Priority Collateral Obligations, upon the written request of Second Lien Trustee, to the extent that the applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as collateral such a bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent Second Lien Trustee (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Second Lien Documents and at the Notes Documents, as applicable, subject expense of Second Lien Trustee) with respect to the terms and conditions deposit account or securities account that is the subject of this Section 3.4(f). As security for such control agreement, until the payment and performance in full earlier to occur of all (x) 30 days after the Notes Obligations and Term Obligations each Grantor hereby grants to date when the ABL Collateral Agent for the benefit Discharge of the Notes Secured Parties First Lien Priority Obligations has occurred, and (y) the Term Secured Parties date when a lien on and security interest control agreement is executed in all favor of the right, title and interest of Second Lien Trustee with respect to such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Collateral First Lien Agent agrees and Second Lien Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerSecond Lien Agent or First Lien Agent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Second Lien Documents or the Term Documents and the Notes First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following First Lien Agent and Second Lien Agent agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third-party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral; provided, however, that the form of such agreement shall be reasonably satisfactory to the Second Lien Agent. Unless and until the Discharge of ABL the First Lien Obligations, the Term Collateral Second Lien Agent agrees to hold promptly notify First Lien Agent of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the request of First Lien Agent at any time prior to the Discharge of the First Lien Obligations, Second Lien Agent agrees to deliver to First Lien Agent any such Pledged ABL Priority Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Agent to obtain control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Obligations, and notwithstanding any termination of the remainder of this Agreement in connection therewith, to the extent that any applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as collateral such a bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Second Lien Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Second Lien Documents and at the Notes Documentsexpense of the Borrower and the estate established by the Second Lien Loan Agreement, and not at the expense of Second Lien Agent acting as applicable, subject Lender of such estate) with respect to the terms and conditions deposit account or securities account that is the subject of this Section 3.4(f). As security for such control agreement, until the payment and performance in full earlier to occur of all (x) 30 days after the Notes Obligations and Term Obligations each Grantor hereby grants to date when the ABL Collateral Agent for the benefit Discharge of the Notes Secured Parties First Lien Obligations has occurred, and (y) the Term Secured Parties date when a lien on and security interest control agreement is executed in all favor of the right, title and interest of Second Lien Agent with respect to such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and Notes Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of Notes Agent or ABL Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the Term Secured Parties) requirements of possession or control under Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and the Notes Collateral Agent (on behalf 9-107 of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the Notes Collateral Documents or the ABL Credit Documents, the Term Documents and the Notes Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f5.4. Notes Agent and the other Notes Claimholders hereby appoint ABL Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoint Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Notes Agent hereby accept such appointment pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to any Pledged Collateral and that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, promptly upon the request of Notes Agent in writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Following Unless and until the Discharge of ABL Obligations, the Term Collateral Notes Agent agrees to hold the promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, promptly upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). ABL Agent hereby agrees that upon the Discharge of ABL Obligations, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as collateral such a gratuitous bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Notes Collateral Documents and at the Notes Documents, as applicable, subject expense of Grantors) with respect to the terms and conditions of this Section 3.4(f). As security for deposit account or securities account that is the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest subject of such Grantorcontrol agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of ABL Obligations has occurred, and (y) the date when a control agreement is executed in and favor of Notes Agent with respect to and under the Pledged ABL Priority Collateral wherever located and whether now existing such deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and Term Loan Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral agent for the ABL Secured Parties gratuitous bailee and as bailee a non-fiduciary representative for and, with respect to any collateral that cannot be perfected in such mannerTerm Loan Agent or ABL Agent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following Term Loan Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the Discharge purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Obligations, the Agent and Term Collateral Loan Agent agrees hereby accept such appointments pursuant to hold the Pledged ABL Priority Collateral as collateral agent this Section 5.4 and acknowledge and agree that it shall act for the Term Secured Parties benefit of and as bailee for and, on behalf of the other Claimholders with respect to any collateral Pledged Collateral and that cannot be perfected in such mannerany Proceeds received by ABL Agent or Term Loan Agent, as agent forthe case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Notes Collateral Agent (on behalf Payment in Full of the Notes Secured Parties) and ABL Debt, Term Loan Agent agrees to promptly notify ABL Agent of any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Pledged Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged constituting ABL Priority Collateral wherever located and whether now existing held by it or hereafter arising or acquired from by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent at any time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants prior to the Term Collateral Agent for the benefit Payment in Full of the Notes Secured Parties a lien on ABL Debt, Term Loan Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Term Loan Claimholder, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). Unless and security interest until the Payment in all Full of the rightTerm Loan Debt, title and interest ABL Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder, and, immediately upon the request of Term Loan Agent at any time prior to the Payment in Full of the Term Loan Debt, ABL Agent agrees to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain control of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeCollateral).

Bailee for Perfection. (i) a. The ABL Senior Agent and the Subordinated Agent each agree that if it shall at any time hold a Lien on any Collateral that can be perfected by possession or control of such Collateral under the UCC or other applicable law, the, the Senior Agent agrees and the Subordinated Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral bailee, on behalf of, and as a non-fiduciary agent for the ABL Secured Parties Subordinated Agent and as bailee for and, with respect to any collateral that cannot be perfected in such mannerthe Subordinated Lenders or the Senior Agent and the Senior Lenders, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest Liens granted under the ABL Credit Documents, Subordinated Loan Documents or the Term Documents and the Notes Senior Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)3. Following Unless and until the Discharge of ABL ObligationsSenior Indebtedness, the Term Collateral Subordinated Agent agrees to hold promptly notify the Senior Agent of any Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for held by it or by any Subordinated Lender, and, at any time prior to the Discharge of Senior Indebtedness, the Subordinated Agent or such Subordinated Lender holding any Pledged Collateral shall promptly deliver to the Senior Agent any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain control of such Pledged Collateral). The Subordinated Agent agrees to assign to the Senior Agent each deposit account control agreement entered into by the Subordinated Agent to the extent capable of such assignment (or otherwise amend or replace each such deposit account control agreement in a manner reasonably acceptable to the Senior Agent (at the written direction of the requisite Senior Lenders) to effectuate the Senior Agent’s perfection by control with respect thereto to any collateral that cannot be perfected in the extent capable of such manneramendment), as agent forpromptly as practicable, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under take such other actions as the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for Senior Agent may reasonably request in connection with the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeforegoing.

Bailee for Perfection. (i) The ABL Collateral Agent agrees to hold that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. Subject to the terms of this Agreement, (x) until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the ABL Documents as if the Liens of the Term Collateral Agent under the Term Security Documents and the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist and (y) following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, the Term Collateral Agent shall be entitled to deal with the Pledged ABL Priority Collateral in accordance with the terms of the Term Documents as if the Liens of the Notes Collateral Agent under the Notes Security Documents did not exist. The rights of the Term Collateral Agent and the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the ABL Collateral Agent’s rights under the ABL Documents. The ABL Collateral Agent shall have no obligation whatsoever to any ABL Secured Party, the Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 3.4(f). The duties or responsibilities of the ABL Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The Term Collateral Agent shall have no obligation whatsoever to any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party to ensure that the Pledged ABL Priority Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 3.4(f). The duties or responsibilities of the Term Collateral Agent under this Section 3.4(f) shall be limited solely to holding the Pledged ABL Priority Collateral as bailee or agent in accordance with this Section 3.4(f). The ABL Collateral Agent acting pursuant to this Section 3.4(f) shall not have by reason of the ABL Security Documents, the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any ABL Secured Party, the Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. The Term Collateral Agent acting pursuant to this Section 3.4(f) shall not have by reason of the Term Security Documents, the Notes Security Documents, this Agreement or any other document a fiduciary relationship in respect of any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party. Upon the Discharge of ABL Obligations under the ABL Documents to which the ABL Collateral Agent is a party, the ABL Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Term Collateral Agent to the extent Term Obligations remain outstanding, second, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and third, to the applicable Grantor to the extent no ABL Obligations, Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Term Collateral Agent or Notes Collateral Agent, as applicable, in assigning (without recourse to or warranty by the ABL Collateral Agent or any ABL Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Collateral under its control. The ABL Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Following the Discharge of ABL Obligations and upon the Discharge of Term Obligations under the Term Documents to which the Term Collateral Agent is a party, the Term Collateral Agent shall deliver or cause to be delivered the remaining Pledged ABL Priority Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding, and second, to the applicable Grantor to the extent no Term Obligations or Notes Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged ABL Priority Collateral) and will cooperate with the Notes Collateral Agent in assigning (without recourse to or warranty by the Term Collateral Agent or any Term Secured Party or agent or bailee thereof) control over any other Pledged ABL Priority Collateral under its control. The Term Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person obtaining a first priority interest in the Pledged ABL Priority Collateral or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary herein, if, for any reason, any Term Obligations remain outstanding upon the Discharge of ABL Obligations, all rights of the ABL Collateral Agent hereunder and under the Term Security Documents, the ABL Security Documents or the Notes Security Documents (1) with respect to the delivery and control of any part of the ABL Priority Collateral, and (2) to direct, instruct, vote upon or otherwise influence the maintenance or disposition of such ABL Priority Collateral, shall immediately, and (to the extent permitted by law) without further action on the part of either of the Term Collateral Agent, the ABL Collateral Agent or the Notes Collateral Agent, pass to the Term Collateral Agent, who shall thereafter hold such rights for the benefit of the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Secured Parties. Each of the ABL Collateral Agent and the Grantors agrees that it will, if any Term Obligations or Notes Obligations remain outstanding upon the Discharge of ABL Obligations, take any other action required by any law or reasonably requested by the Term Collateral Agent or the Notes Collateral Agent, in connection with the Term Collateral Agent’s establishment and perfection of a First Priority security interest in the ABL Priority Collateral and the Notes Collateral Agent’s establishment and perfection of a Second Priority security interest in the ABL Priority Collateral. Notwithstanding anything to the contrary contained herein, if for any reason, prior to the Discharge of Term Obligations, the ABL Collateral Agent or the Notes Collateral Agent acquires possession of any Pledged Term Priority Collateral, the ABL Collateral Agent or the Notes Collateral Agent shall hold same as bailee and/or agent to the same extent as is provided in preceding clause (i) with respect to Pledged ABL Priority Collateral, provided that as soon as is practicable the ABL Collateral Agent or the Notes Collateral Agent shall deliver or cause to be delivered such Pledged Term Priority Collateral to the Term Collateral Agent in a manner otherwise consistent with the requirements of preceding clause (v).

Bailee for Perfection. 5.1 Each Lender as Bailee. (ia) The Each of the ABL Agent and Collateral Agent (each, for purposes of this Section 5, an “Agent”) agrees to hold that part of the any ABL Priority Collateral that is in its possession can be perfected or control (or in the priority of which can be enhanced by the possession or control of its such ABL Collateral or of any account in which such ABL Collateral is held, and if such ABL Collateral or any such account is in fact in the possession or under the control of an Agent, or of agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC bailees of such Agent (such ABL Priority Collateral being referred to herein as the “Pledged ABL Priority Collateral”) ), as collateral bailee and agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral other Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest Lien granted under to the other Agent in such Pledged ABL Collateral or enhancing the priority of such Lien (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the ABL Credit Documents, the Term Documents and the Notes or Noteholder Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5. Following (b) Until the Discharge of ABL ObligationsPriority Debt has occurred, the Term Collateral ABL Agent agrees shall be entitled to hold deal with the Pledged ABL Priority Collateral in accordance with the terms of the ABL Documents subject to the terms of this Intercreditor Agreement and to the Borrowers’ rights under the ABL Documents. (c) Each of the ABL Agent and Collateral Agent shall have no obligation whatsoever to the other Agent or any other Secured Party to assure that the Pledged ABL Collateral is genuine or owned by any of the Borrowers or to preserve rights or benefits of any Person except as expressly set forth in this Section 5. The duties or responsibilities of each of ABL Agent and Collateral Agent under this Section 5 shall be limited solely to holding the Pledged ABL Collateral as collateral bailee and agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely other Agent for the purpose purposes of perfecting or enhancing the security interest granted under priority of the Term Documents Lien held by the other Agent. (d) Each of the ABL Agent and Collateral Agent shall not have by reason of the Notes ABL Documents, as applicable, subject to the terms and conditions of Noteholder Documents or this Section 3.4(f). As security for the payment and performance Intercreditor Agreement or any other document a fiduciary relationship in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit respect of the Notes other Agent or any of the other Secured Parties and shall not have any liability to the Term other Agent or any other Secured Parties a lien on and security interest Party in all of the right, title and interest of such Grantor, in and to and under connection with its holding the Pledged ABL Priority Collateral wherever located and whether now existing Collateral, other than for its gross negligence or hereafter arising or acquired from time to timewillful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.5.2

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and the Term Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is may be taken to perfect a Lien thereon under the UCC or other applicable law, including any account (including deposit accounts) in which Collateral is held and over which the ABL Agent or the Term Agent has control (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral agent gratuitous bailee and as a non-fiduciary representative for the Term Agent or the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerAgent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and or the Notes ABL Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following The Term Agent hereby appoints the Discharge ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting its security interest in all Pledged Collateral in which the ABL Obligations, Agent has a perfected security interest under the UCC. The ABL Agent hereby appoints the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent its gratuitous bailee and non-fiduciary representative for the purposes of perfecting its security interest in all Pledged Collateral in which the Term Secured Parties Agent has a perfected security interest under the UCC. Each of the ABL Agent and as bailee the Term Agent hereby accepts such appointment pursuant to this Section 5.4 and acknowledges and agrees that it shall hold possession or have control for and, the benefit of and on behalf of the other Claimholders with respect to any collateral Pledged Collateral and that cannot be perfected in such mannerany Proceeds received by the ABL Agent or the Term Agent, as agent forthe case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full of ABL Priority Debt has occurred, the Notes Term Agent agrees to promptly (upon its actual knowledge thereof) notify the ABL Agent of any Pledged Collateral Agent (on behalf constituting ABL Priority Collateral held by it or by any other Term Claimholder, and, promptly upon the request of the Notes Secured Parties) and ABL Agent at any assignee thereof solely for time prior to the purpose Payment in Full of perfecting the security interest granted under ABL Priority Debt, the Term Documents and the Notes Documents, as applicable, subject Agent agrees to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants deliver to the ABL Agent any such Pledged Collateral held by it or by any other Term Claimholder, together with any necessary endorsements (or otherwise allow the ABL Agent for to obtain control of such Pledged Collateral). Unless and until the benefit Payment in Full of Term Priority Debt has occurred, the ABL Agent agrees to promptly (upon its actual knowledge thereof) notify the Term Agent of any Pledged Collateral constituting Term Priority Collateral held by it or by any other ABL Claimholder, and, promptly upon the request of the Notes Secured Parties and Term Agent at any time prior to the Payment in Full of Term Secured Parties a lien on and security interest in all of Priority Debt, the right, title and interest of such Grantor, in and ABL Agent agrees to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants deliver to the Term Agent any such Pledged Collateral held by it or by any other ABL - 44 - WEIL:\96331350\2\35899.0561 Claimholder, together with any necessary endorsements (or otherwise allow the Term Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest to obtain control of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeCollateral).

Bailee for Perfection. (i) The ABL Collateral Agent agrees to hold that part Each Creditor hereby appoints the other Creditor as agent for the purposes of perfecting the other Creditor’s Liens in and on any of the ABL Priority Collateral that is in its the possession or under the control (of such Creditor or its representatives, including, without limitation, Liens on Issuer’s and the other Obligors’ deposit accounts maintained by 1.5 Lien Agent and investment property and instruments in the possession or under the control of 1.5 Lien Agent; provided, that, the Creditor in the possession or control of its agents any Collateral shall not have any duty or bailees) liability to protect or preserve any rights pertaining to any of the Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, the non-possessing or non-controlling Creditor hereby waives and releases the other Creditor from, all claims and liabilities arising pursuant to the extent that possession possessing or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and controlling Creditor’s role as bailee for and, with respect to any the Collateral, so long as the possessing or controlling Creditor shall use the same degree of care with respect thereto as the possessing or controlling Creditor uses for similar property pledged to the possessing or controlling Creditor as collateral that cannot be perfected in such manner, as agent for, for indebtedness of others to the Term Collateral possessing or controlling Creditor. Prior to the date on which 1.5 Lien Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the other 1.5 Lien Creditors shall have received final payment and performance in full in cash of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right1.5 Lien Obligations and the 1.5 Lien Documents have been terminated, title and interest of such Grantor, any Collateral in and to and the possession or under the Pledged ABL Priority Collateral wherever located control of Second Lien Agent or the Second Lien Creditor shall be forthwith delivered to 1.5 Lien Agent, except as otherwise may be required by applicable law or court order. After 1.5 Lien Agent and whether now existing or hereafter arising or acquired from time to time. As security for the other 1.5 Lien Creditors shall have received final payment and performance in full in cash of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title 1.5 Lien Obligations and interest of such Grantor, in and to and the loan commitments under the Pledged ABL Priority Collateral wherever located 1.5 Lien Documents have been terminated, 1.5 Lien Agent shall deliver (i) the remainder of the Collateral, if any in their possession to Second Lien Agent, except as may otherwise be required by applicable law or court order and whether now existing (ii) a written notice prepared by Second Lien Agent (at Issuer’s expense) to each landlord that has executed a landlord’s waiver and each bailee that has executed a bailee waiver stating that Second Lien Agent is entitled to exercise the rights and take the actions set forth in such landlord’s waiver or hereafter arising or acquired from time to timebailee waiver.

Bailee for Perfection. (i) The ABL Each Pari Passu Collateral Agent agrees to hold that part of the ABL Priority Notes Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Notes Collateral being the “Pledged ABL Priority Notes Collateral”) first as collateral agent for the ABL Pari Passu Secured Parties and second as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral ABL Facility Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes ABL Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Notes Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Pari Passu Documents and the Notes ABL Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). Following the Discharge of ABL Pari Passu Lien Obligations, the Term Collateral ABL Facility Agent agrees to hold the Pledged ABL Priority Notes Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes ABL Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.4(f). As security for the payment and performance in full of all the Notes Obligations and Term ABL Obligations each Grantor hereby grants to the ABL Pari Passu Collateral Agent Agents for the benefit of the Notes Secured Parties and the Term ABL Secured Parties a lien Lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and Notes Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of Notes Agent or ABL Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the Term Secured Parties) requirements of possession or control under Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and the Notes Collateral Agent (on behalf 9-107 of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the Notes Documents or the ABL Credit Documents, the Term Documents and the Notes Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f5.4. Notes Agent and the other Notes Claimholders hereby appoint ABL Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoint Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Notes Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to any Pledged Collateral and that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, immediately upon the request of Notes Agent in writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Following Unless and until the Discharge of ABL Obligations, the Term Collateral Notes Agent agrees to hold the promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). ABL Agent hereby agrees that upon the Discharge of ABL Obligations, upon the written request of Notes Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as collateral such a gratuitous bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Notes Documents and at the Notes Documents, as applicable, subject expense of Grantors) with respect to the terms and conditions of this Section 3.4(f). As security for deposit account or securities account that is the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest subject of such Grantorcontrol agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of ABL Obligations has occurred, and (y) the date when a control agreement is executed in and favor of Notes Agent with respect to and under the Pledged ABL Priority Collateral wherever located and whether now existing such deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Revolving Agent and Notes Collateral Agent agrees each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral Collateral, which shall include, without limitation, deposit account control agreements, being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent or Revolving Agent, as applicable (on behalf such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Notes Documents or the Term Documents and the Notes Revolving Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following The Notes Collateral Agent and the Notes Claimholders hereby appoint the Revolving Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Agent has a perfected security interest under the UCC. The Revolving Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Agent and Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of the other Claimholders with respect to any Pledged Collateral and that any Proceeds received by the Revolving Agent or Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. In furtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral to (x) the Revolving Agent for the benefit of the Revolving Claimholders and the Notes Claimholders and (y) the Notes Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders. Unless and until the Discharge of ABL the Revolving Obligations, the Term Notes Collateral Agent agrees to hold the promptly notify Revolving Agent of any Pledged ABL Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of Revolving Agent at any time prior to the Discharge of the Revolving Obligations, Notes Collateral Agent agrees to deliver to Revolving Agent any such Pledged Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow Revolving Agent to obtain control of such Pledged Collateral). Revolving Agent hereby agrees that upon the Discharge of the Revolving Obligations, upon the written request of Notes Collateral Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Revolving Agent shall continue to act as collateral such a bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Notes Documents and at the expense of Notes Documents, as applicable, subject Collateral Agent) with respect to the terms deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 60 days after the date when the Discharge of the Revolving Obligations has occurred, and conditions (y) the date when a control agreement is executed in favor of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of with respect to such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Revolving Collateral Agent agrees and each Term Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC UCC, the PPSA or other applicable law (such ABL Priority Collateral Collateral, which shall include, without limitation, de- posit accounts subject to deposit account control agreements, being referred to as the “Pledged ABL Priority CollateralCollat- eral”) ), as collateral gratuitous bailee and as a nonfiduciary agent for the ABL Secured Parties benefit and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of each Term Agent or the Term Secured Parties) ABL Revolving Collateral Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the Notes Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Notes Secured Parties) UCC and any assignee thereof and act as such agent under all control agreements relating to applicable provisions of the Pledged ABL Priority CollateralPPSA), in each case solely for the purpose of perfecting the security interest in- terest granted under the ABL Credit Documents, the Term Documents and or the Notes ABL Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following Each Term Agent and the Term Claimholders hereby ap- point the ABL Revolving Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the ABL Revolving Collateral Agent has a perfected security interest under the PPSA or the UCC. The ABL Revolving Collateral Agent and the ABL Re- volving Claimholders hereby appoint the Term Agents as their gratuitous bailee for the purposes of per- fecting their security interest in all Pledged Collateral in which the Term Agents have a perfected security interest under the PPSA or the UCC. Each of the ABL Revolving Collateral Agent and each Term Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agents with respect to any Pledged Collateral and that any proceeds received by the ABL Revolving Collateral Agent or any Term Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of ABL Revolving Obligations as notified to each Term Agent in writing, each Term Agent agrees to promptly notify the ABL Revolving Collateral Agent of any Pledged Collateral constituting ABL Revolv- ing Priority Collateral held by it or actually known by it to be held by any other Term Claimholders, and, immediately upon the request of the ABL Revolving Collateral Agent at any time prior to the Discharge of ABL Revolving Obligations, each Term Agent agrees to deliver to the ABL Revolving Collateral Agent any such Pledged Collateral held by it or by any Term Claimholders, together with any necessary endorsements (or otherwise allow the ABL Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Term Obligations, the Term ABL Revolving Collateral Agent agrees to hold the promptly notify each Term Agent of any Pledged Collateral constituting Notes Priority Collat- eral held by it or actually known by it to be held by any other ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for Revolving Claimholders, and, with respect imme- diately upon the request of any Term Agent at any time prior to any collateral that cannot be perfected in such manner, as agent forthe Discharge of Term Obligations, the Notes ABL Revolving Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject agrees to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants deliver to the Term Agents any such Pledged Collateral Agent for held by it or by any ABL Revolving Claimholders, together with any necessary endorsements (or otherwise allow the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest Term Agents to obtain control of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeCollateral).

Bailee for Perfection. (ia) The ABL Collateral Agent agrees First Lien Lender and Second Lien Trustee each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerSecond Lien Trustee or First Lien Lender, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Second Lien Documents or the Term Documents and the Notes First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following First Lien Lender and Second Lien Trustee agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Lender deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as to any motor vehicle certificates of title; provided, however, that the form of such agreement shall be satisfactory to the Second Lien Trustee. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Lender shall be specified as the lienholder, and for the purposes of the applicable State certificate of title laws, First Lien Lender shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in order to perfect and secure both the First Lien Obligations and the Second Lien Obligations, provided that, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and Second Lien Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. Unless and until the Discharge of ABL the First Lien Priority Obligations, the Term Collateral Agent Second Lien Trustee agrees to hold promptly notify First Lien Lender of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the request of First Lien Lender at any time prior to the Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to deliver to First Lien Lender any such Pledged ABL Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Lender to obtain control of such Pledged Collateral). First Lien Lender hereby agrees that upon the Discharge of the First Lien Priority Collateral Obligations, upon the written request of Second Lien Trustee, to the extent that the applicable control agreement is in full force and effect and has not been terminated, First Lien Lender shall continue to act as collateral such a bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent Second Lien Trustee (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Second Lien Documents and at the Notes Documents, as applicable, subject expense of Second Lien Trustee) with respect to the terms and conditions deposit account or securities account that is the subject of this Section 3.4(f). As security for such control agreement, until the payment and performance in full earlier to occur of all (x) 30 days after the Notes Obligations and Term Obligations each Grantor hereby grants to date when the ABL Collateral Agent for the benefit Discharge of the Notes Secured Parties First Lien Priority Obligations has occurred, and (y) the Term Secured Parties date when a lien on and security interest control agreement is executed in all favor of the right, title and interest of Second Lien Trustee with respect to such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and Notes Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of Notes Agent or ABL Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the Term Secured Parties) requirements of possession or control under Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and the Notes Collateral Agent (on behalf 9-107 of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the Notes Collateral Documents or the ABL Credit Documents, the Term Documents and the Notes Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f5.4. Notes Agent and the other Notes Claimholders hereby appoint ABL Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent and the other ABL Claimholders hereby appoint Notes Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which Notes Agent has a perfected security interest under the UCC. Each of ABL Agent and Notes Agent hereby accept such appointmentsappointment pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Agent and the applicable other Claimholders with respect to any Pledged Collateral and that any proceeds received by ABL Agent or Notes Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Notes Obligations, ABL Agent agrees to promptly notify Notes Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other ABL Claimholders, and, immediatelypromptly upon the request of Notes Agent in writing at any time prior to the Discharge of Notes Obligations, ABL Agent agrees to deliver to Notes Agent any such Pledged Collateral held by it or by any other ABL Claimholders, together with any necessary endorsements (or otherwise allow Notes Agent to obtain control of such Pledged Collateral). Following Unless and until the Discharge of ABL Obligations, the Term Collateral Notes Agent agrees to hold the promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediatelypromptly upon the request of ABL Agent in writing at any time prior to the Discharge of ABL Obligations, Notes Agent agrees to deliver to ABL Agent any such Pledged Collateral held by it or by any other Notes Claimholders, together with any necessary endorsements (or otherwise allow ABL Agent to obtain control of such Pledged Collateral). ABL Agent hereby agrees that upon the Discharge of ABL Obligations, upon the written request of Notes Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, ABL Agent shall continue to act as collateral such a gratuitous bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Notes Collateral Documents and at the Notes Documents, as applicable, subject expense of Grantors) with respect to the terms and conditions of this Section 3.4(f). As security for deposit account or securities account that is the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest subject of such Grantorcontrol agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of ABL Obligations has occurred, and (y) the date when a control agreement is executed in and favor of Notes Agent with respect to and under the Pledged ABL Priority Collateral wherever located and whether now existing such deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Collateral Agent Each Representative agrees to hold that part of the ABL Priority (including through such collateral agents, other agents or other intermediaries as it may determine) any Other Collateral (including, but not limited to, any securities or any deposit accounts or securities |US-DOCS\149079678.29|| accounts, if any) that is in its possession or control (or in the possession or control of such Representative (or its agents or bailees) ), to the extent that possession or control thereof is taken necessary to perfect a Lien thereon under the UCC Uniform Commercial Code (such ABL Priority Other Collateral being referred to herein as the “Pledged ABL Priority Collateral”) ), as collateral agent non-fiduciary, gratuitous bailee for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf benefit of the Term Secured Partiesother Representative (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and the Notes Collateral Agent (on behalf 9-313(c) of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case UCC solely for the purpose of perfecting the security interest granted under to such other Representative pursuant to the ABL Credit Documents, RCF Documents or the Term Documents and the Notes Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f2.8). Following Solely with respect to any deposit accounts or securities accounts under the Discharge control of ABL Obligationsthe RCF Representative, the Term Collateral Agent RCF Representative agrees to also hold the Pledged ABL Priority and control such Other Collateral as collateral gratuitous agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, Loan Representative subject to the terms and conditions of this Section 3.4(f). As security 2.8, and solely with respect to any deposit accounts or securities accounts under the control of the Term Loan Representative, the Term Loan Representative agrees to also hold and control such Other Collateral as gratuitous agent for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants RCF Representative subject to the ABL terms and conditions of this Section 2.8; provided that the Term Loan Representative acknowledges and agrees that all deposit accounts and securities accounts constituting Collateral Agent under control of the Term Loan Representative are Pledged Collateral and RCF Priority Collateral. Each Representative hereby accepts such appointments pursuant to this Section 2.8 and acknowledges and agrees that it shall hold the Pledged Collateral for the benefit of the Notes other Secured Parties with respect to any Pledged Collateral and the Term Secured Parties a lien on and security interest that any Proceeds received by such Representative under any Pledged Collateral shall be applied in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeaccordance with Section 4.

Bailee for Perfection. (i) The ABL Collateral Facility Agent agrees to hold that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Pari Passu Collateral Agent Agents (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes respective Pari Passu Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Pari Passu Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following For the Discharge avoidance of ABL Obligationsdoubt, the Term Pari Passu Collateral Agents hereby appoint the ABL Facility Agent as their agent solely for perfection of the Pari Passu Collateral Agents’ Liens in such deposit accounts, and the Pari Passu Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in accepts such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)appointment. As security for the payment and performance in full of all the Notes Obligations and Term Obligations Pari Passu Lien Obligations, each Grantor hereby grants to the ABL Collateral Facility Agent for the benefit of the Notes Secured Parties and the Term Pari Passu Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (ia) The ABL Collateral First Lien Agent agrees and Second Lien Trustee each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerSecond Lien Trustee or First Lien Agent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Second Lien Documents or the Term Documents and the Notes First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following First Lien Agent and Second Lien Trustee agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral, including, without limitation, as to any motor vehicle certificates of title; provided, however, that the form of such agreement and such arrangements shall be satisfactory to the First Lien Agent and the Second Lien Trustee. For the avoidance of doubt, the Second Lien Trustee shall not act as lienholder with respect to motor vehicle certificates of title. To the extent in any jurisdiction only one lienholder may be noted on a certificate of title under applicable law, First Lien Agent shall be specified as the lienholder, and for the purposes of the applicable State certificate of title laws, First Lien Agent shall act as agent for both the First Lien Secured Parties and the Second Lien Secured Parties in order to perfect and secure both the First Lien Obligations and the Second Lien Obligations pursuant to an agreement reasonably satisfactory to the First Lien Agent and the Second Lien Trustee; provided that, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of First and Second Lien Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. Unless and until the Discharge of ABL the First Lien Priority Obligations, the Term Collateral Agent Second Lien Trustee agrees to hold promptly notify First Lien Agent of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the request of First Lien Agent at any time prior to the Discharge of the First Lien Priority Obligations, Second Lien Trustee agrees to deliver to First Lien Agent any such Pledged ABL Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Agent to obtain control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Priority Collateral Obligations, upon the written request of Second Lien Trustee, to the extent that the applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as collateral such a bailee and non-fiduciary agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent Second Lien Trustee (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Second Lien Documents and at the Notes Documents, as applicable, subject expense of Second Lien Trustee) with respect to the terms and conditions deposit account or securities account that is the subject of this Section 3.4(f). As security for such control agreement, until the payment and performance in full earlier to occur of all (x) 30 days after the Notes Obligations and Term Obligations each Grantor hereby grants to date when the ABL Collateral Agent for the benefit Discharge of the Notes Secured Parties First Lien Priority Obligations has occurred, and (y) the Term Secured Parties date when a lien on and security interest control agreement is executed in all favor of the right, title and interest of Second Lien Trustee with respect to such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing deposit account or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. The Senior Lien Claimholders and the Second Lien Claimholders, each hereby appoint U.S. Bank National Association as its control agent (iin such capacity, together with any successor in such capacity appointed by the Senior Lien Claimholders, the “Control Agent”) for the limited purpose of acting as the agent on behalf of the Senior Lien Claimholders and the Second Lien Claimholders with respect to the Control Collateral for purposes of perfecting the Liens of such parties on the Control Collateral. The ABL Collateral Control Agent accepts such appointment and agrees to hold that part of the ABL Priority Control Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent Control Agent for the ABL Secured Parties benefit of the Senior Lien Claimholders and as bailee for and, with respect to the Second Lien Claimholders and any collateral that cannot be perfected in such mannerpermitted assignee of any thereof, as agent fortheir respective interests appear, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicableto such parties in such Control Collateral, subject to the terms and conditions of this Section 3.4(f)Agreement. Following The Senior Lien Claimholders and the Discharge Second Lien Claimholders hereby acknowledge that the Control Agent will obtain "control" under the UCC over each Controlled Account as contemplated by the Senior Lien Collateral Documents for the benefit of ABL Obligationsboth the Senior Lien Claimholders and the Second Lien Claimholders, as their respective interests appear, pursuant to the control agreements relating to each respective Controlled Account. The Control Agent, each of the Senior Lien Claimholders and each of the Second Lien Claimholders, hereby agrees that the Senior Lien Collateral Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Term Control Agent in respect of the Control Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, or any control agreement with respect to any collateral Control Collateral until the Discharge of Senior Lien Obligations shall have occurred and no Second Lien Claimholder will impede, hinder, delay or interfere with the exercise of such rights by the Senior Lien Collateral Agent in any respect. The Grantors hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that canthe Grantors are required to do so for the Senior Lien Collateral Agent in accordance with the Senior Lien Note Agreements. The Senior Lien Claimholders and the Second Lien Claimholders hereby severally and not jointly agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the same are required to do so for the Senior Lien Collateral Agent in accordance with Section 8.9 of this Agreement. Except as set forth below, the Control Agent shall have no obligation whatsoever to any Second Lien Claimholder including, without limitation, any obligation to assure that the Control Collateral is genuine or owned by any Grantor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section. In acting on behalf of the Second Lien Claimholders and the Senior Lien Claimholders, the duties or responsibilities of the Control Agent under this Section shall be perfected in such manner, limited solely (i) to physically holding any Control Collateral delivered to the Control Agent by any Grantor as agent for, for the Notes Senior Lien Collateral Agent (on behalf of itself and the Notes Secured PartiesSenior Lien Claimholders) and any assignee thereof solely the Second Lien Claimholders for the purpose purposes of perfecting the security interest granted under Lien held by the Term Documents Senior Lien Collateral Agent and the Notes Documents, Second Lien Claimholders and (ii) delivering such Collateral as applicable, set forth in this Section. The rights of the Second Lien Claimholders in the Control Collateral shall at all times be subject to the terms and conditions of this Section 3.4(f). As security for the payment Agreement and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Senior Lien Collateral Agent’s rights under the Senior Lien Note Documents. Neither the Control Agent nor the Senior Lien Collateral Agent for the benefit shall have by reason of the Notes Secured Parties Second Lien Credit Documents or this Agreement or any other document a fiduciary relationship in respect of any Second Lien Claimholder. Upon the Discharge of Senior Lien Obligations (other than in connection with a Refinancing of the Senior Lien Obligations), the Control Agent shall deliver to the Second Lien Claimholders or their designee the Control Collateral together with any necessary endorsements (or otherwise allow the Second Lien Claimholders to obtain control of such Control Collateral) or as a court of competent jurisdiction may otherwise direct and the Term Secured Parties a lien on Second Lien Claimholders or their designee shall accept and security interest in all succeed to the role of the right, title and interest of such Grantor, in and to and under Control Agent as the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security agent for perfection on the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeControl Collateral.

Bailee for Perfection. (ia) The ABL Revolving Collateral AgentLender and the Notes Collateral Agent agrees each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being Collateral, the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) Collateral Agent or the Revolving Collateral AgentLender, as applicable (such bailment and any assignee thereof agency being intended, among other things, to satisfy the requirements of Sections 8-106, 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and act as such agent under all control agreements relating to 9-107 of the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Notes Documents or the Term Documents and the Notes Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following the Discharge of ABL Obligations, the Term The Notes Collateral Agent agrees to hold and the Pledged ABL Priority Notes Claimholders hereby appoint the Revolving Collateral AgentLender as collateral agent their gratuitous bailee for the Term Secured Parties purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral AgentLender has a perfected security interest under the UCC. The Revolving Collateral AgentLender and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for and, the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral AgentLender and the Notes Collateral Agent hereby accepts such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of and on behalf of the other Claimholders with respect to any collateral Pledged Collateral and that cannot be perfected in such mannerany Proceeds received by the Revolving Collateral AgentLender or the Notes Collateral Agent, as agent forthe case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of the Revolving Obligations occurs, the Notes Collateral Agent agrees to promptly notify the Revolving Collateral AgentLender of any Pledged Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral AgentLender at any time prior to the Discharge of the Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral AgentLender any such Pledged Collateral constituting Revolving Priority Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow the Revolving Collateral AgentLender to obtain control of such Pledged Collateral). Unless and until the Discharge of the Notes Obligations occurs, the Revolving Collateral AgentLender agrees to promptly notify the Notes Collateral Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of the Notes Obligations, the Revolving Collateral AgentLender agrees to deliver to the Notes Collateral Agent any such Pledged Collateral constituting Notes Priority Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Pledged Collateral). Until the Discharge of Revolving Obligations, the Revolving Collateral AgentLender will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Collateral constituting deposit accounts, securities accounts or commodity accounts and controlled by the Revolving Collateral AgentLender as gratuitous bailee and as a non-fiduciary agent for the benefit of and on behalf of the Notes Secured Parties) and any assignee thereof Collateral Agent as secured party solely for the purpose of perfecting the security interest granted under the Term Notes Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security 5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral AgentLender shall cooperate to have any control agreements with respect to such Collateral assigned to the Notes Collateral Agent and continue to hold such Collateral pursuant to this clause until the earlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for the payment purpose of perfecting its security interest, and performance (ii) which is sixty (60) days (or such longer period agreed to by the Revolving Collateral AgentLender in full its sole discretion) after the Discharge of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit of the Notes Secured Parties and the Term Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Revolving Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time.

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and the Term Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) ), to the extent that possession or control thereof is may be taken to perfect a Lien thereon under the UCC or other applicable law, including any account (including deposit accounts) in which Collateral is held and over which the ABL Agent or the Term Agent has control (such ABL Priority Collateral being referred to as the “Pledged ABL Priority Collateral”) ), as collateral agent gratuitous bailee and as a non-fiduciary representative for the Term Agent or the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such mannerAgent, as agent forapplicable (such bailment and agency being intended, among other things, to satisfy the Term Collateral Agent (on behalf requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and or the Notes ABL Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following Each Term Agent hereby appoints the Discharge ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting its security interest in all Pledged Collateral in which the ABL Obligations, Agent has a perfected security interest under the UCC. The ABL Agent hereby appoints the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent its gratuitous bailee and non-fiduciary representative for the purposes of perfecting its security interest in all Pledged Collateral in which the Term Secured Parties Agent has a perfected security interest under the UCC. Each of the ABL Agent and as bailee the Term Agent hereby accepts such appointment pursuant to this Section 5.4 and acknowledges and agrees that it shall hold possession or have control for and, the benefit of and on behalf of the other Claimholders with respect to any collateral Pledged Collateral and that cannot be perfected in such mannerany Proceeds received by the ABL Agent or the Term Agent, as agent forthe case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Payment in Full of ABL Priority Debt has occurred, the Notes Term Agent agrees to promptly (upon its actual knowledge thereof) notify the ABL Agent of any Pledged Collateral Agent (on behalf constituting ABL Priority Collateral held by it or by any other Term Claimholder, and, promptly upon the request of the Notes Secured Parties) and ABL Agent at any assignee thereof solely for time prior to the purpose Payment in Full of perfecting the security interest granted under ABL Priority Debt, the Term Documents and the Notes Documents, as applicable, subject Agent agrees to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants deliver to the ABL Agent, upon its request, any such Pledged Collateral held by it or by any other Term Claimholder, together with any necessary endorsements (or otherwise allow the ABL Agent for to obtain control of such Pledged Collateral). Unless and until the benefit Payment in Full of Term Priority Debt has occurred, the ABL Agent agrees to promptly (upon its actual knowledge thereof) notify the Term Agent of any Pledged Collateral constituting Term Priority Collateral held by it or by any other ABL Claimholder, and, promptly upon the request of the Notes Secured Parties and Term Agent at any time prior to the Payment in Full of Term Secured Parties a lien on and security interest in all of Priority Debt, the right, title and interest of such Grantor, in and ABL Agent agrees to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants deliver to the Term Agent any such Pledged Collateral held by it or by any other ABL Claimholder, together with any necessary endorsements (or otherwise allow the Term Agent for to obtain control of such Pledged Collateral). (b) Without limiting or qualifying the benefit provisions of Section 3.3 hereof, the ABL Agent shall have no obligation whatsoever to any of the Notes Secured Parties a lien on and security interest in all Term Claimholders to ensure that the Pledged Collateral is genuine or owned by any of the rightGrantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. Without limiting or qualifying the provisions of Section 3.3 hereof, title and interest the Term Agent shall have no obligation whatsoever to any of such Grantor, in and the ABL Claimholders to and under ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the ABL Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as gratuitous bailee and non-fiduciary representative in accordance with this Section 5.4 and delivering any Pledged Collateral in its possession or control (or in the possession or control of its agents or bailees) upon a Payment in Full of ABL Priority Collateral wherever located and whether now existing Debt as provided in Section 5.6. The duties or hereafter arising responsibilities of the Term Agent under this Section 5.4 shall be limited solely to holding or acquired from time to time.controlling the Pledged

Bailee for Perfection. (ia) The ABL Collateral Agent agrees and the Term Collateral Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such ABL Priority Collateral, which shall include Collateral subject to deposit account control agreements or security account control agreements, being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent or the ABL Collateral Agent, as applicable (on behalf such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the Term Loan Documents or the ABL Credit Documents, the Term Documents and the Notes Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following The Term Collateral Agent and the other Term Claimholders hereby appoint the ABL Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the ABL Collateral Agent has a perfected security interest under the UCC. The ABL Collateral Agent and the other ABL Claimholders hereby appoint the Term Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Term Collateral Agent has a perfected security interest under the UCC. Each of the ABL Collateral Agent and the Term Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledges and agrees that it shall act for the benefit of the Claimholders of the other Class with respect to any Pledged Collateral and that any proceeds received by the ABL Collateral Agent or the Term Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of ABL Obligations has occurred, the Term Collateral Agent agrees to promptly notify the ABL Collateral Agent of any Pledged Collateral constituting ABL Priority Collateral held or controlled by it (or its agents or bailees, other than the ABL Collateral Agent) or actually known by it to be held or controlled by any other Term Claimholders, and at any time prior to the Discharge of ABL Obligations, the Term Collateral Agent and each other Term Claimholder agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants deliver to the ABL Collateral Agent for any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the benefit ABL Collateral Agent to obtain control of such Pledged Collateral). Subject to Section 3.9(b) and except as otherwise provided in Section 4.2 in respect of Proceeds of Term Priority Collateral, unless and until the Notes Secured Parties and Discharge of Term Obligations has occurred, the ABL Collateral Agent agrees to promptly notify the Term Secured Parties a lien on and security interest Collateral Agent in all writing of the right, title and interest of such Grantor, in and to and under the any Pledged ABL Collateral constituting Term Priority Collateral wherever located held or controlled by it (or its agents or bailees, other than the Term Collateral Agent) or actually known by it to be held by any other ABL Claimholders, and whether now existing or hereafter arising or acquired from at any time prior to time. As security for the payment and performance in full Discharge of all the Notes Term Obligations, the ABL Collateral Agent and each Grantor hereby grants other ABL Claimholder agrees to deliver to the Term Collateral Agent for any such Pledged Collateral held by it, together with any necessary endorsements (or otherwise allow the benefit of the Notes Secured Parties a lien on and security interest in all of the right, title and interest Term Collateral Agent to obtain control of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeCollateral).

Bailee for Perfection. (ia) The ABL Revolving Collateral Agent agrees and the Notes Collateral Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral Collateral, which shall include, without limitation, deposit account control agreements, being referred to as the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of the Term Secured Parties) and the Notes Collateral Agent or the Revolving Collateral Agent, as applicable (on behalf such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Notes Documents or the Term Documents and the Notes Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following the Discharge of ABL Obligations, the Term The Notes Collateral Agent agrees to hold and the Pledged ABL Priority Notes Claimholders hereby appoint the Revolving Collateral Agent as collateral agent their gratuitous bailee for the Term Secured Parties purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for and, the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and the Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of the other Claimholders with respect to any collateral Pledged Collateral and that cannot be perfected in such mannerany proceeds received by the Revolving Collateral Agent or the Notes Collateral Agent, as agent forthe case may be, under any Pledged Collateral shall be applied in accordance with Section 4. In furtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral to (x) the Revolving Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders and (y) the Notes Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders. Unless and until the Discharge of Revolving Obligations, the Notes Collateral Agent agrees to promptly notify the Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or actually known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral Agent at any time prior to the Discharge of Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (on behalf or otherwise allow the Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to promptly notify the Notes Collateral Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or actually known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Secured Parties) Collateral Agent at any time prior to the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to deliver to the Notes Collateral Agent any such Pledged Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Pledged Collateral). The Revolving Collateral Agent hereby agrees that upon the Discharge of Revolving Obligations, upon the written request of the Notes Collateral Agent, to the extent that the applicable control agreement is in full force and any assignee thereof effect and has not been terminated, the Revolving Collateral Agent shall continue to act as such a bailee and non-fiduciary agent for the Notes Collateral Agent (solely for the purpose of perfecting the security interest granted under the Term Notes Documents and at the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Collateral Agent for the benefit expense of the Notes Secured Parties and Collateral Agent (as such expenses will be reimbursed pursuant to the Term Secured Parties a lien on and security interest in all provisions of the right, title and interest Indenture)) with respect to the deposit account or securities account that is the subject of such Grantorcontrol agreement, until the earlier to occur of (x) 60 days after the date when the Discharge of Revolving Obligations has occurred, and (y) the date when a control agreement is executed in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent for the benefit favor of the Notes Secured Parties a lien on and security interest in all of the right, title and interest of Collateral Agent with respect to such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing deposit account or hereafter arising or acquired from time to timesecurities account.

Bailee for Perfection. (ia) The ABL Solely for purposes of perfecting the Parity Liens of the Parity Lien Collateral Agent agrees to hold that part in any portion of the ABL Priority Collateral that is in its possession or control (or in the possession of the Priority Lien Agent (or control of its agents or bailees) to as part of the extent Collateral securing the Priority Lien Obligations including any instruments, negotiable documents, tangible chattel paper, certificated securities or money, the Priority Lien Agent and the Priority Lien Representatives acknowledge that possession or control thereof is taken to perfect a the Priority Lien thereon under the UCC (such ABL Priority Collateral being the “Pledged ABL Priority Collateral”) as collateral agent for the ABL Secured Parties and Agent also holds that property as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf benefit of the Term Secured Parties) and the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority Collateral, in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). Following the Discharge of ABL Obligations, the Term Collateral Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent for the Term Secured Parties and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Notes Collateral Agent (on behalf of the Notes Secured Parties) and any assignee thereof solely for the purpose of perfecting the security interest granted under the Term Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f). As security for the payment and performance in full of all the Notes Obligations and Term Obligations each Grantor hereby grants to the ABL Parity Lien Collateral Agent for the benefit of the Notes Secured Parties and holders of Parity Lien Obligations. Notwithstanding the Term Secured Parties a lien on and security interest in all foregoing, the Priority Lien Agent shall have no obligation whatsoever to the Parity Lien Collateral Agent or any holders of Parity Lien Obligations to ensure that the Collateral securing the Priority Lien Obligations is genuine or owned by any of the right, title Pledgors. The duties or responsibilities of the Priority Lien Agent under this Section shall be limited solely to holding the Collateral securing the Priority Lien Obligations as bailee and interest of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to time. As security agent for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent perfection for the benefit of the Notes Secured Parties Parity Lien Collateral Agent and the holders of Parity Lien Obligations and their successors and assigns, which duty and responsibility the Priority Lien Agent shall fulfill using the same degree of care with respect thereto as it uses for similar property pledged to it as collateral for indebtedness of others to the Priority Lien Agent, and the Priority Lien Agent shall have no liability in connection therewith except for its gross negligence or willful misconduct as determined pursuant to a lien on and security interest in all final non-appealable order of the right, title and interest a court of such Grantor, in and to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timecompetent jurisdiction.

Bailee for Perfection. (ia) The ABL Collateral Revolving Agent agrees and Term Loan Agent each agree to hold or control that part of the ABL Priority Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such ABL Priority Collateral being Collateral, the “Pledged ABL Priority Collateral”) ), as collateral gratuitous bailee and as a non-fiduciary agent for the ABL Secured Parties benefit of and as bailee for and, with respect to any collateral that cannot be perfected in such manner, as agent for, the Term Collateral Agent (on behalf of Term Loan Agent or Revolving Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the Term Secured Parties) requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and the Notes Collateral Agent (on behalf 9-107 of the Notes Secured Parties) and any assignee thereof and act as such agent under all control agreements relating to the Pledged ABL Priority CollateralUCC), in each case solely for the purpose of perfecting the security interest granted under the ABL Credit Documents, Term Loan Documents or the Term Documents and the Notes Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. Following the Discharge of ABL Obligations, Term Loan Agent and the Term Collateral Loan Claimholders hereby appoint Revolving Agent agrees to hold the Pledged ABL Priority Collateral as collateral agent their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which Revolving Agent has a perfected security interest under the UCC. Revolving Agent and the Revolving Claimholders hereby appoint Term Secured Parties and Loan Agent as their gratuitous bailee for and, the purposes of perfecting their security interest in all Pledged Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of Revolving Agent and Term Loan Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of the other Claimholders with respect to any collateral Pledged Collateral and that cannot be perfected in such mannerany Proceeds received by Revolving Agent or Term Loan Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. Unless and until the Discharge of Revolving Obligations, Term Loan Agent agrees to promptly notify Revolving Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or known by it to be held by any other Term Loan Claimholders, and, immediately upon the request of Revolving Agent at any time prior to the Discharge of Revolving Obligations, Term Loan Agent agrees to deliver to Revolving Agent any such Pledged Collateral held by it or by any Term Loan Claimholders, together with any necessary endorsements (or otherwise allow Revolving Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Term Loan Obligations, Revolving Agent agrees to promptly notify Term Loan Agent of any Pledged Collateral constituting Term Priority Collateral held by it or known by it to be held by any other Revolving Claimholders, and, immediately upon the request of Term Loan Agent at any time prior to the Discharge of the Term Loan Obligations, Revolving Agent agrees to deliver to Term Loan Agent any such Pledged Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain control of such Pledged Collateral). Until the Discharge of Revolving Obligations, Revolving Agent will Control (as defined in Sections 8-106, 9-104 and 9-106 of the UCC, as applicable) any Deposit Accounts, securities accounts or commodity accounts constituting Collateral and controlled by Revolving Agent as gratuitous bailee and as a non-fiduciary agent for, for the Notes Collateral Agent (benefit of and on behalf of the Notes Secured Parties) Term Loan Agent as secured party and any assignee thereof Term Loan Claimholders solely for the purpose of perfecting the security interest granted under the Term Loan Documents and the Notes Documents, as applicable, subject to the terms and conditions of this Section 3.4(f)5.4. As security for In furtherance of the payment and performance in full of all the Notes Obligations and Term Obligations foregoing each Grantor hereby grants acknowledges that it has granted to the ABL Collateral Revolving Agent for the benefit of the Notes Secured Parties and the Term Secured Parties Loan Claimholders a lien on and security interest in all of the right, title and interest rights of such Grantor, in and to and Grantors under the Pledged ABL Priority Collateral wherever located Deposit Accounts and whether now existing or hereafter arising or acquired from time Revolving Agent hereby agrees to time. As security for the payment and performance in full of all the Notes Obligations, each Grantor hereby grants to the Term Collateral Agent act as a non-fiduciary agent for the benefit of Term Loan Agent and the Notes Secured Parties a lien on and security interest in all of the right, title and interest of such Grantor, in and Term Loan Claimholders under each control agreement entered into by it with respect to and under the Pledged ABL Priority Collateral wherever located and whether now existing or hereafter arising or acquired from time to timeany Deposit Account.